XM Radio 2010 Annual Report Download - page 52

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Advisory Vote on Executive Compensation
(Item 3 on Proxy Card)
In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-
Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the
SEC, we are including in this proxy statement a separate resolution subject to stockholder vote to approve, in
a non-binding, advisory vote, the compensation paid to our named executive officers. While the results of the
vote are non-binding and advisory in nature, the board of directors intends to consider the results of this vote.
The language of the resolution is as follows:
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed in
this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and
Analysis, compensation tables and any related narrative discussion is hereby APPROVED.”
This vote is not intended to address any specific item of compensation, but rather our executive
compensation as disclosed in this proxy statement. Accordingly, your vote will not directly affect or otherwise
limit any existing compensation or award arrangement of any of our named executive officers.
The board of directors recommends that stockholders vote “FOR” this proposal.
What is the advisory vote on the “say-on-pay” proposal?
You are voting on a proposal, commonly known as a “say-on-pay” proposal, which gives stockholders the
opportunity to approve or disapprove, in a non-binding vote, of our executive compensation.
What factors should I consider in voting on this proposal?
We urge you to consider the various factors regarding compensation matters as discussed in the
Compensation Discussion and Analysis, beginning on page 21 of this proxy statement.
As discussed at length in the Compensation Discussion and Analysis, we believe that our executive
compensation program is reasonable, competitive and strongly focused on performance. Through equity-based
incentives, we also align the interests of our named executive officers with those of our stockholders and the
long-term interests of SIRIUS XM. Our executive compensation policies have enabled us to attract and retain
talented and experienced senior executives. We believe that the 2010 compensation of our named executive
officers was appropriate and aligned with our 2010 results and position us for continued strong performance in
future years.
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